OILEXCO INCORPORATED
AIM : OIL
TSX : OIL

OILEXCO INCORPORATED

November 14, 2005 19:09 ET

Oilexco Announces its 2005 3rd Quarter Results

CALGARY, ALBERTA--(CCNMatthews - Nov. 14, 2005) - Oilexco Incorporated ("Oilexco") (TSX:OIL) (AIM:OIL) announces its Financial Results for the 3rd Quarter, and for the 9 month period ending September 30, 2005.

Oilexco's principal focus continues to be development of its 100% owned "Brenda" Field and the concurrent development of its 70% owned Nicol Field. The initial draft Brenda Field Development Plan and Environmental Assessment was filed with the UK Department of Trade and Industry ("DTI") by the Company in April. The review process has been ongoing, with the final Field Development Plan ("FDP") filed in late September. Final DTI approval of the Brenda FDP was received on November 10th. Issues related to new UK Government policies on future decommissioning, as well as gas flaring, delayed the Plan's submission and approval. Subsequent to the end of the period, the Company presented a draft Field Development Plan for the Nicol Field to its partners and to the DTI. The final Nicol Field Development Plan is expected to be submitted to the DTI late in the fourth quarter.

In July Oilexco signed a "Heads of Agreement" with CNR International (UK) Ltd, a subsidiary of Calgary-based Canadian Natural Resources Limited, relating to the construction and tie-in of the "Brenda" Field to the Balmoral Floating Production Facility and to the provision of production and operating services to the Brenda Field. In addition to the Agreement with CNR International, the Company also signed several contracts with leading sub-sea contractors for the provision of services and sub-sea production equipment for the Brenda development. Technip Offshore (UK) Limited has been contracted as the primary contractor for sub-sea installation and pipe lay and for the provision of line pipe and risers that will connect Brenda to the Balmoral Platform. Meanwhile, Dunfermline, Scotland-based FMC Technologies Ltd has been contracted to provide four sub-sea Xmas trees for the development. Fabrication is well underway, with delivery of the sub-sea trees scheduled throughout February 2006. Oilexco has also contracted the Norwegian company FRAMO Engineering AS for the supply of a MultiManifold, which consists of a Multiphase Subsea Pump, a Multiphase a Flow Meter, Multiport Selector Manifold, a Control System, and a Skid. FRAMO will also supply the 8.5 km umbilical to the Balmoral Facility as well as topside Power and Control Modules. The FRAMO MultiManifold will be the integral component of Oilexco's subsea infrastructure hub at Brenda, facilitating additional commercial development in the area. The manifold has been designed to accommodate up to eight wells or flow lines, with a design flow capacity through the Multiphase Pump of 51,000 bbls of fluid per day. This capacity will allow for the tie-in of additional oil prospects in the region. The Company's contracted drilling rig, the Transocean semi-submersible Sedco 712, is expected to move to the Brenda field area in early February of 2006 to begin drilling of the Brenda horizontal production wells. The target for the first oil production from Brenda continues to be late in the third quarter to early in the fourth quarter of 2006. The drilling and completion program for the production wells at Brenda is expected to take five months to complete.

In May, Oilexco announced the successful appraisal of a new oil accumulation called Nicol, located 10 km northwest of the Brenda Field. Oilexco has proposed to its partners that one to two horizontal production well(s) be used to develop the "Nicol" oil accumulation. Also, Oilexco has proposed that these production well(s) be tied back to the Brenda production manifold, which will be located approximately 10 km to the southeast, and that development at Nicol proceed concurrently with the development at Brenda. Drilling and completion of the production well(s) will be consecutive to the Brenda production wells, with oil production targeted for late in the third quarter to early in the fourth quarter of 2006. Oil production at Nicol will flow through a 10 km subsea tie-back to the Brenda FRAMO MultiManifold. Oilexco's primary contactors for Brenda (Technip, FRAMO and FMC) will also provide services and sub-sea equipment for the Nicol development.

During the third quarter, the Company also worked actively toward finalising its 2005/2006 UK North Sea drilling program. Oilexco's activities are focused in the central UK North Sea, the location of its Brenda and Nicol oil accumulations. In the second and third quarters, the Company entered into five farm-in agreements/joint venture agreements or letters of intent for drilling ventures with third parties targeting oil and/or gas condensate prospects in the central UK North Sea. Drilling operations on these projects commenced in July at Yeoman, with well 15/18b-11, followed by the well 15/22-18 at Black Horse, which commenced drilling operations on August 5th. Wells at Muness (Block 21/4b) targeting gas condensate, Palomino (Block 21/6a) targeting oil, and Tay (Block 21/23a) targeting oil, will be drilled consecutively after operations are concluded at Black Horse in mid November. If drilling operations on these projects are extended due to weather or other delays, the drilling of the well at Tay (Block 21/23a) will be deferred until after the drilling of the production wells at Brenda and Nicol, which are due to commence operations in early February.

On September 6th Oilexco North Sea Limited was awarded two Blocks in the UK 23rd Offshore Oil and Gas Licensing Round. The first award, Block 22/2b, was awarded to Oilexco at 100% interest. It is located 35 km southeast of Oilexco's Brenda development. The Company has identified two prospects on the Block, which includes a Paleocene oil prospect analogous to Brenda. This prospect is well defined, with 3D seismic and an oil show of 2,416 bbl/d from well 22/2-2, which was drilled by another operator in 1984. This prospect will be drilled in the late third quarter to early fourth quarter of 2006 to fulfil the firm well commitment to the DTI made by Oilexco in its successful bid. In addition to the Paleocene "Brenda look-alike" oil prospect, Oilexco has also identified a deep multi-zone gas-condensate prospect on the Block. This prospect is a large structural closure prospective for gas-condensate in Lower Cretaceous sands, as well as in Jurassic sands in High Pressure and High Temperature conditions (HPHT). Given the nature of this structure, accompanied with the HPHT conditions, Oilexco's offer of a contingent well commitment to evaluate this prospect was accepted by the DTI. This drilling commitment is contingent on Oilexco completing additional seismic work to further evaluate the prospectivity of the structure. The Company is at least two years away from drilling this deep prospect.

Oilexco was also awarded 50% of Block 15/26b in the 23rd Round, along with an equal interest to Nexen. This Block is located 30 km southwest of Oilexco's Black Horse project in which it is also partnered with Nexen. A firm well commitment was accepted by the DTI on this successful 23rd Round bid, targeting an oil prospect in Jurassic Ettrick and Tweedsmuir Sands. This prospect is well defined with 3D seismic and by a hydrocarbon show of 2,650 bbl oil per day with 3.5 Mmcf of gas per day, tested from Jurassic Ettrick sands in well 15/26/b-5 drilled by another operator in 1988. Drilling of this prospect is scheduled for the fourth quarter of 2006.

In April, Oilexco signed a letter of agreement to extend the contract with Transocean for the Sedco 712 semi-submersible offshore drilling rig from the end of March 2006 to the end of March 2007. On November 8, 2005 the Company extended this contract further to the end of March 2008. The day rate for this period of extension has increased to $225,000 per day, from $140,000 per day in the March 2006 to March 2007 period. Having the Sedco 712 under contract for this extended period allows Oilexco to appraise and develop its drilling successes from its 2005-2006 UK North Sea exploration/appraisal program. This was a strategic decision made by Oilexco amid a rapidly tightening rig market for the years 2006 and 2007. Currently, all worthy semi-submersible drilling units in the North Sea have been contracted through to mid 2007, reflecting rapid increases in industry activity levels due to continued high world crude oil prices. Oilexco is currently evaluating several additional appraisal and exploration drilling opportunities to carry the Sedco 712 through its contracted period ending in March 2008.

Oilexco has initiated the process to become a Non-Operator Licensee in Norway. This is the first step for entry into the Norwegian sector of the North Sea. The formal process with the Norwegian authorities is expected to begin in January 2006.

Economic and industry trends in the oil and gas sector as outlined in the MD&A as at and for the year ended December 31, 2004 remain substantially unchanged. World prices for oil and natural gas continue to be high. Oil services and equipment costs are increasing as demand remains robust in the high commodity price environment.

Oilexco finished the third quarter ended September 30, 2005 in excellent financial condition. The Company maintained a strong cash position as in the year ended December 31, 2004, reflecting Oilexco's private placement of equity in February 2005 and the subsequent offering in June 2005. Equity funds will continue to be used for drilling activity in 2005 and 2006, and the anticipated Royal Bank of Scotland project financing facility will be used for the Brenda and Nicol developments. Current assets increased 86% from December 31, 2004, and working capital remained strong at $11.9 million. Current liabilities increased 55% at September 30, 2005 (compared to year-end 2004), reflecting an increase in payables accrued for third-quarter drilling operations in the UK North Sea. The Company expects levels of current liabilities to remain relatively high for the remainder of 2005 and into 2006, reflecting the UK exploration/appraisal drilling program. The share capital increase of 61% from the year end reflects the issuance of 5,385,000 common shares by private placement in February 2005 and the issuance of 31,000,000 common shares in June 2005. Oilexco may access equity markets to raise additional capital for the remainder of 2005 and into 2006.

Increased levels of activity in the UK North Sea during the third quarter ended September 30, 2005 also caused significant changes in comparative year-over-year trends in Oilexco's operating results. Oil and gas revenues increased 395% in the third quarter ended September 30, 2005 compared with the same period of 2004. Nine-month oil and gas revenues were up 351% compared with the same period of 2004. The increase in oil and gas revenues resulted from the acquisition of the Balmoral/Glamis oil production interests in September 2004. The Company expects oil prices to continue to be strong and to average more than US$50 per barrel. Oil and gas operating costs increased by 143% in the third quarter ended September 30, 2005 compared with the same period of 2004. Nine-month operating costs increased by 588%. The acquisition of the Balmoral/Glamis interests brought a relatively large fixed component of operating costs; however, when production from Brenda and Nicol commences, per-unit costs will fall dramatically due to increased volume of produced oil. The Company expects further increases in operating costs in 2005 due to continued inflationary pressures on oilfield services in the current high-oil-price environment.

General and administrative expenses increased by 152% in the third quarter ended September 30, 2005 compared with the same period of 2004. The Company's intense activity in the UK North Sea combined with its evolution into a producing company necessitates greater staffing requirements in both the Calgary and Aberdeen offices. Similarly, nine-month general and administrative expenses increased 205% compared with the same period of 2004. Overhead expenses are expected to continue to increase into 2006 and should plateau as first production from Brenda and Nicol commences. Oilexco has been successful in attracting well-qualified professionals to its staff due to the Company's business philosophy and its policy of rewarding employees with both share options and competitive salaries and benefit packages. Share incentive compensation expense levels increased for both the three month period and the nine month period because the Company continues to issue options in an environment of increasing share prices and increasing numbers of employees underpinned by an increasing share capital base.

The Company had a net loss of $12.5 million during the three months under review, 90% of which was due to stock-based compensation expense. For nine months, the loss was $15.7 million, 78% of which was due to stock-based compensation expense. During the same periods of 2004, the losses were $8.5 million and $8.5 million, respectively. The Company expects to continue to incur losses until late 2006, when oil production from Brenda and Nicol commences. Cash used in operating activities amounted to $0.7 million in the third quarter of 2005 compared with $0.2 million in the same period of 2004. For the nine month period, cash used in operating activities was $5.3 million in 2005 versus a small increase in cash from operating activities of less than $0.1 million for the same period of 2004.

During the period presented, the Company maintained a strong working capital position and a healthy cash balance. The Company has a strong payment record with suppliers and has preferred company status with several of its contractors. Negotiations are underway with the Royal Bank of Scotland for a project-financing facility to finance Brenda Field development and Nicol Field development.



RESULTS OF OPERATIONS

REVENUES
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Oil and Gas North
America 291,937 355,529 -18% 924,551 1,085,091 -15%
Oil and Gas
- Discontinued
Operations
- Canada - 46,655 - - 189,958 -
Oil and Gas UK
North Sea 1,476,098 1,904 - 3,975,406 1,904 -
Inter-field Tariff 219,865 - - 776,905 - -
Interest Income 421,364 361,360 17% 665,821 461,324 44%
Other Income 1,166 7,234 -84% 3,901 12,806 -70%
-----------------------------------------------------

Total 2,410,430 772,682 212% 6,346,584 1,751,083 262%

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------------------------------------------------------------------------


Oil and gas revenues before royalties from North American operations amounted to $291,937 and $924,551 for the three and nine months ended September 30, 2005, respectively, compared with $355,529 and $1,085,091 for the same periods of 2004. The decrease in revenues can be attributed to lower production from Alabama due to temporary water problems, which is partially compensated by higher oil prices in 2005 than in 2004.

Revenues from discontinued operations in 2004 relate to the Forgan, Saskatchewan, operation, which was sold in December 2004.

Sales of oil and gas in the UK North Sea ($1,476,098 for the three months and $3,975,406 for the nine months ended September 30, 2005) relate to the Company's interest in the Balmoral and Glamis Fields acquired in September 2004.

The Company also realised income from inter-field tariffs ($219,865 for the three months and $776,905 for the nine months ended September 30, 2005). These represent the Company's interest in tariffs on third-party oil processed on the Balmoral Floating production facility in the UK North Sea.

The Company had marginal oil-and-gas revenues from the UK North Sea in the third quarter of 2004 as the interest in the Balmoral and Glamis Fields was acquired in September 2004.

Interest income in the periods under review resulted from interest on bank accounts and short-term deposits, as the Company had significant cash balances due to funds raised for the UK North Sea operations.



PRODUCTION AND PRICES
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Oil and Gas
- BOE/day
North America(1) 43 79 -45% 54 86 -37%
UK North Sea 215 - - 223 - -
Average Oil and
Gas Price $/BOE
North America(1) 74.35 49.47 50% 62.48 46.49 34%
UK North Sea 75.61 - - 65.67 - -
Crude Oil as %
of Production(1)
North America 92% 94% -2% 94% 94% 0%
UK North Sea 98% - - 97% - -

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------------------------------------------------------------------------

(1) for comparison purposes, 2004 figures exclude discontinued operation
of Forgan, Canada, sold in December 2004.


Average daily sales of oil, gas and liquids in North America decreased by 45% and 37% for the three and nine months ended September 30, 2005 (respectively) compared with the same periods of 2004 and amounted to 43BOEPD and 54 BOEPD for the three and nine month periods ended September 30, 2005. The decrease resulted from significantly lower production from Alabama due to temporary water problems.

Average oil and natural gas prices in respect of the North American operation increased by 50% and 34% for the three and nine months ended September 30, 2005 compared with the same periods of 2004. The increase is attributable to the increase in worldwide crude oil prices during the periods under review.



OPERATING COSTS
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Oil and Gas
Production
North America 33,611 40,731 -17% 137,433 125,528 9%
Discontinued
Operations
- Canada - 42,236 - - 87,066 -
UK North Sea 996,560 383,749 160% 3,366,620 383,749 778%
-----------------------------------------------------
1,030,171 466,716 121% 3,504,053 596,343 488%

Operating costs
$/BOE
North America(1) 8.56 5.67 51% 9.29 5.38 73%
UK North Sea 51.05 - - 55.61 - -

------------------------------------------------------------------------
------------------------------------------------------------------------

(1) for comparison purposes, the 2004 figures exclude the discontinued
operation of Forgan, Canada, sold in December 2004.


Operating expenses relating to oil and natural gas production in North America decreased by 17% in the three months ended September 30, 2005 and increased by 9% in the nine months ended September 30, 2005 compared with the same periods of 2004. The decrease reflects significantly lower production during the third quarter of 2005 compared with the third quarter of 2004. The overall increase in the nine months ended September 30, 2005 relates mainly to the increase in State Mineral Tax in Alabama in 2005.

Operating costs of discontinued operations in 2004 relate to the Forgan, Saskatchewan, operation, which was sold in December 2004.

Operating expenses per BOE increased by 51% and 73% in the three and nine months ended September 30, 2005 compared with the same periods of 2004. The increase resulted from an increase in State Mineral Tax in the third quarter of 2005 and significantly lower production levels in Alabama in 2005.

The operating expenses from the UK North Sea represent the Company's interest in the oil and gas production costs of the Balmoral and Glamis Fields as well as the Company's share of operating costs of the Balmoral floating production facility. The per BOE costs do not reflect the Company's share of the tariff income which offsets the relatively high fixed-costs component at the facility. The Company expects UK North Sea operating costs per BOE to decrease in 2006 when Brenda production comes on stream through the Balmoral facility.



ROYALTIES - North America
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Royalties - North
America 58,269 74,469 -22% 184,963 219,072 -16%
Royalties
- Discontinued
Operations
- Canada - 39 - - 4,962 -

Royalties as % of
Oil and Gas Sales(1) 20% 21% -1% 20% 20% 0%

Royalties $/BOE(1) 10.82 9.25 17% 12.50 9.39 33%

------------------------------------------------------------------------
------------------------------------------------------------------------

(1) for comparison purposes, the 2004 figures exclude discontinued
operation of Forgan, Canada, sold in December 2004.


Royalties relate to the Company's operations in North America. The increase in royalties per BOE (17% for the three months and 33% for the nine months ended September 30, 2005, compared with the same periods of 2004) is a reflection of higher oil prices in 2005.

No royalties are payable on UK North Sea production from the Balmoral and Glamis Fields.



GENERAL AND ADMINISTRATIVE
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

General and
Administrative 2,009,692 796,202 152% 5,392,992 1,768,350 205%
Employees as at
September 30 17 8 - 17 8 -

------------------------------------------------------------------------
------------------------------------------------------------------------


The increase in general and administrative expenses in 2005 (compared with 2004) relates mainly to the addition of new employees and consultants at the Head Office in Calgary and the Oilexco North Sea Limited office in Aberdeen.



DEPLETION, DEPRECIATION AND ACCRETION
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Depletion,
Depreciation
and Accretion
(DD&A) 483,228 72,895 563% 1,569,436 149,646 949%
Depletion,
Depreciation
and Accretion
(DD&A)
- Discontinued
Operation Canada - 2,608 - - 27,296 -

DD&A $/BOE 20.61 5.93 248% 20.83 5.47 281%

------------------------------------------------------------------------
------------------------------------------------------------------------


The increase in DD&A related mainly to a depletion charge recognised on Balmoral, UK (approximately $351,000 and $1,157,000 for the three and nine months ended September 30, 2005, respectively). Additionally, DD&A includes an accretion expense relating to the Assets Retirement Obligations ("ARO"), which for the UK North Sea operation amounted to approximately $100,000 in each of the first three quarters.

DD&A of discontinued operations in 2004 pertains to the Forgan, Saskatchewan, operation, which was sold in December 2004.



FOREIGN EXCHANGE
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-----------------------------------------------------

Foreign Exchange
(Gain)/Loss 60,891 1,416,967 -96% (913,850) (556,107) 64%

------------------------------------------------------------------------
------------------------------------------------------------------------


During the nine month periods presented, the Company recognised significant, unrealised gains on the translation of assets denominated in British pounds, which were partially compensated by foreign exchange losses on the translation of intercompany accounts. During the third quarter of 2005 and 2004, the Canadian dollar has strengthened further against the British pound, and the foreign exchange losses on the translation of intercompany accounts exceeded the unrealised gains on the translation of assets denominated in British pounds.



SHARE-BASED COMPENSATION
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-------------------------------------------------------

Stock-Based
Compensation
Expense 11,315,500 6,486,000 74% 12,275,000 7,956,000 54%

------------------------------------------------------------------------
------------------------------------------------------------------------


Compensation expense of $12,275,000 has been recognised for the nine months ended September 30, 2005 as a result of stock options granted to Company directors, employees and consultants to acquire common shares at an exercise price as follows:

- January 17, 2005 - 250,000 stock options at $3.25 per share;

- February 4, 2005 - 200,000 stock options at $3.18 per share;

- August 16, 2005 - 5,030,000 stock options at $3.35 per share.

All stock options vest immediately on the date of their grant. Fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model (assumptions used for the model are discussed in the notes accompanying the Company's unaudited consolidated interim financial statements as at and for the three and nine month periods ended September 30, 2005).



NET LOSS AND CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
------------------------------------------------------------------------
------------------------------------------------------------------------
Three Months ended Nine Months ended
September 30, September 30,
2005 2004 % 2005 2004 %
-------------------------------------------------------------

Net Loss (12,547,321) (8,543,214) 47% (15,666,010) (8,414,479) 86%
Cash
(Used in)/
Provided by
Operating
Activities 306,384 (1,182,954) -142% (771,207) (152,986) 160%

------------------------------------------------------------------------
------------------------------------------------------------------------


The Company's net loss amounted to $12.5 million in the third quarter of 2005 versus a net loss of $8.5 million in the third quarter of 2004. Most of the increase in net loss in 2005 resulted from higher stock-based compensation expense and an increase in general and administrative expenses.

Cash used in operating activities increased in the nine months of 2005 to $0.8 million compared with $0.2 million in the same period of 2004. The increase in the cash used in operating activities is a result of increased general and administrative expenses incurred vis-a-vis continuous development of the Company's UK North Sea operation. Cash provided by operating activities in the third quarter of 2005 ($0.3 million) resulted from increased interest income in this quarter and relatively lower operating costs compared with the first and second quarters of 2005.

LIQUIDITY AND CAPITAL RESOURCES

Total net proceeds from financing activities in the first three quarters of 2005 amounted to $83.2 million.

On February 11, 2005, the Company closed a private placement of 5,385,000 Common Shares issued at Pounds Sterling 1.30 ($3.00) per share for gross proceeds of Pounds Sterling 7,000,500 ($16,155,000). The Agent was paid a 6.5% commission and was issued non-transferable warrants to purchase common shares equal to 6% of the shares issued under this private placement. Therefore, 323,100 Agent's Warrants have been issued, exercisable at a price equal to the subscription price under the private placement and with an expiry date of February 10, 2006. The fair value allocated to these warrants using the Black-Scholes option model was $217,700, which was recognised as share issue costs.

On June 27, 2005, the Company closed a short form prospectus of 31,000,000 common shares issued at Pounds Sterling 0.98 ($2.22) per share for gross proceeds of Pounds Sterling 30,400,000 ($68,820,000). The Agent was paid a 6.5% commission and was issued non-transferable warrants to purchase common shares equal to 6% of the shares issued under this short form prospectus. Therefore, 1,860,000 Agent's Warrants have been issued, exercisable at a price equal to the offering price under the short form prospectus and with an expiry date of June 27, 2006. The fair value allocated to these warrants using the Black-Scholes option model was $969,500, which was recognised as share issue costs.

Proceeds from the Company's warrants, agent's warrants and stock options exercised during the nine month period ended September 30, 2005 amounted to $817,535, $3,198,000 and $495,550, respectively. If (assuming) all outstanding warrants and stock options are exercised, the Company will realise additional gross proceeds of approximately $52.3 million.

The proceeds from the above sources and cash available at the beginning of the year were used to finance the Company's activities in the UK North Sea, which totalled approximately $71.7 million for the nine months ended September 30, 2005.

On May 20, 2005, a Bridge Facility Agreement ("Bridge Facility") for $21,973,000 (Pounds Sterling 10,000,000) was signed with the Royal Bank of Scotland plc ("RBS") to finance the early stage of development of the Brenda oil field and certain other North Sea assets of the Company. The bridge facility can be repaid at any time, but must be repaid in full by May 19, 2006 (maturity date). Interest rates are based on LIBOR plus a margin, which ranges from 3% to 6% per annum during the one-year period of the facility. Interest is paid monthly and upon maturity. The facility is secured by a first floating charge over Oilexco North Sea, a guarantee from Oilexco Incorporated, supported by charges over all shares of the parent's subsidiaries (Oilexco North Sea Limited and Oilexco America, Inc.), assignment of insurance proceeds from the Brenda and Balmoral fields and a first charge over the project bank account. On October 12, 2005, the Company utilised its Bridge Facility with a first drawing of $10,273,000 (Pounds Sterling 5,000,000). The loan has a maturity date of May 19, 2006 and bears interest at a rate of 7.52% per annum, payable upon maturity.

As at September 30, 2005, the Company had cash on hand of $34,066,506, net working capital of $11,881,336 and no long-tem debt.



COMPARATIVE BALANCE-SHEET ITEMS

September June September December
30, 2005 30, 2005 % 30, 2005 31, 2004 %
($ 000's) ----------------------------------------------------

Cash 34,067 58,445 -42% 34,067 19,045 79%
Current Assets 45,366 70,008 -35% 45,366 24,364 89%
Capital Assets 193,560 165,059 17% 193,560 122,747 58%
Current Liabilities 33,485 30,420 10% 33,485 21,671 55%
Share Capital 217,769 215,683 1% 217,769 135,502 61%
Shareholders'
Equity 197,361 196,679 0% 197,361 117,276 68%

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------------------------------------------------------------------------


As indicated in the above table, most items on the balance sheet increase as the Company issues equity and continues to develop its operations in the North Sea. The significant cash balance as at September 30, 2005 relates to funds received from the short form prospectus that was closed on June 27, 2005.



CONTRACTUAL OBLIGATIONS

Payments Due by Period
------------------------------------------------------------------------
------------------------------------------------------------------------
Less than 1-3 4-5 After 5
($ 000's) Total 1 Year Years Years Years
------------------------------------------------------------------------
Long term debt
principal - - - - -
UKCS Licences 239 239 - - -
Drilling Contract 172,732 48,018 124,714 - -
Sub-sea Contract 821 821 - - -
Office Leases 2,854 470 889 484 1,011
------------------------------------------------------------------------
Total Obligations 176,646 49,548 125,603 484 1,011
------------------------------------------------------------------------
------------------------------------------------------------------------


License obligations in the UK are on a graduated scale, increasing over time; however, Oilexco is obligated to pay its licence fees only until the end of August 2006.

The drilling contract represents the Company's obligation in respect to the Sedco 712 semi-submersible drilling unit. In April 2005, Oilexco North Sea Limited signed an agreement with Transocean to extend the contract by another 12 months until March 28, 2007, and in November 2005 the contract was extended for another 12 months until March 28, 2008. As at September 30, 2005, the Company's obligations for the next 29 months under these extended contracts with Transocean totalled approximately $172.7 million (US$148.8 million).

The sub-sea contract represents the Company's commitments to contractors relating to sub-sea work to develop the Brenda and Nicol fields and amounted to approximately $821,000 as at September 30, 2005.

The office-leases obligation represents the Company's commitments under operating lease agreements for the rental of office space in both Calgary and Aberdeen, UK.

The Company's projects in the UK North Sea require external financing. The Company will finance its projects utilising a combination of current cash and future cash flow, bank financing, farm-outs, exercise of warrants and options, and equity financing as needs arise. The Company is pursuing bank financing, field development plans and farm-outs; however, delays and unexpected outcomes could affect to the Company's ability to finance its operations on terms acceptable to the Company.



OILEXCO INCORPORATED
Consolidated Balance Sheets
As at
(unaudited)

September 30 December 31
Assets 2005 2004
------------------------------------------------------------------------
------------------------------------------------------------------------
Current Assets
Cash and Cash Equivalents $ 34,066,506 $ 19,045,429
Accounts Receivable 4,820,824 728,103
Other (Note 3) 6,478,811 4,590,828
------------------------------------------------------------------------
45,366,141 24,364,360

Capital Assets (Note 4) 193,559,768 122,747,357
------------------------------------------------------------------------
$ 238,925,909 $ 147,111,717
------------------------------------------------------------------------
------------------------------------------------------------------------

Liabilities and Shareholders' Equity
------------------------------------------------------------------------
------------------------------------------------------------------------
Current Liabilities
Accounts Payable and Accrued Liabilities $ 33,484,805 $ 21,670,945
Bank Loan (Note 5) - -
------------------------------------------------------------------------
33,484,805 21,670,945
------------------------------------------------------------------------

Assets Retirement Obligation 8,079,782 8,164,890
------------------------------------------------------------------------

Commitments (Note 9) - -
------------------------------------------------------------------------

Shareholders' Equity
Share Capital (Note 6) 217,768,962 135,501,547
Warrants (Note 6(b) and 6(C)) 1,502,800 -
Contributed Surplus 23,767,395 11,786,160
Deficit (45,677,835) (30,011,825)
------------------------------------------------------------------------
197,361,322 117,275,882
------------------------------------------------------------------------
$ 238,925,909 $ 147,111,717
------------------------------------------------------------------------
------------------------------------------------------------------------

The accompanying notes form an integral part of these consolidated
financial statements.


OILEXCO INCORPORATED
Consolidated Statements of Loss and Deficit
For the Periods Ended
(unaudited)

Three Months Three Months Nine months Nine months
September 30 September 30 September 30 September 30
2005 2004 2005 2004
------------------------------------------------------------------------
------------------------------------------------------------------------
Revenues
Oil and
Gas Sales $ 1,768,035 $ 357,433 $ 4,899,957 $ 1,086,995
Royalties (58,269) (74,469) (184,963) (219,072)
Inter-field Tariff 219,865 - 776,905 -
Interest Income 421,364 361,360 665,821 461,324
Other Income 1,166 7,234 3,901 12,806
------------------------------------------------------------------------
2,352,161 651,558 6,161,621 1,342,053
------------------------------------------------------------------------
Expenses
General and
Administrative 2,009,692 796,202 5,392,992 1,768,350
Operating 1,030,171 424,480 3,504,053 509,277
Depletion,
Depreciation and
Accretion 483,228 72,895 1,569,436 149,646
Foreign Exchange
(Gain)/Loss 60,891 1,416,967 (913,850) (556,107)
Stock-Based
Compensation
(Note 6(d)) 11,315,500 6,486,000 12,275,000 7,956,000
------------------------------------------------------------------------
14,899,482 9,196,544 21,827,631 9,827,166
------------------------------------------------------------------------

Net Loss before
Discontinued
Operations (12,547,321) (8,544,986) (15,666,010) (8,485,113)

Discontinued
Operations - 1,772 - 70,634
------------------------------------------------------------------------

Net Loss (12,547,321) (8,543,214) (15,666,010) (8,414,479)

Deficit, Beginning
of Period (33,130,514) (19,889,270) (30,011,825) (20,018,005)
------------------------------------------------------------------------

Deficit, End
of Period $(45,677,835) $(28,432,484) $(45,677,835) $(28,432,484)
------------------------------------------------------------------------
------------------------------------------------------------------------

Basic and Diluted
Net Loss per
Share
(Note 6(e)) $ (0.08) $ (0.09) $ (0.12) $ (0.10)

------------------------------------------------------------------------
------------------------------------------------------------------------

The accompanying notes form an integral part of these consolidated
financial statements.


OILEXCO INCORPORATED
Consolidated Statements of Cash Flows
For the Periods Ended
(Unaudited)

Three Months Three Months Nine months Nine Months
September 30 September 30 September 30 September 30
2005 2004 2005 2004
------------------------------------------------------------------------
------------------------------------------------------------------------

Cash Flow from
Operating
Activities
Net Loss -
Continued
Operations $(12,547,321) $ (8,544,986) $(15,666,010) $ (8,485,113)
Net Earnings -
Discontinued
Operations - 1,772 - 70,634
Items Not
Affecting Cash
Depletion,
Depreciation &
Accretion
- Continued
Operations 483,228 72,895 1,569,436 149,646
Depletion,
Depreciation &
Accretion
- Discontinued
Operations - 2,608 - 27,296
Unrealised
Foreign
Exchange
Loss/(Gain) 1,054,977 798,757 1,050,367 128,551
Stock-Based
Compensation 11,315,500 6,486,000 12,275,000 7,956,000
------------------------------------------------------------------------
306,384 (1,182,954) (771,207) (152,986)
Changes in
Non-Cash
Working
Capital (1,421,564) 999,623 (4,881,143) 202,602
------------------------------------------------------------------------
Net Cash
(Used in)/
Provided by
Operating
Activities (1,115,180) (183,331) (5,652,350) 49,616
------------------------------------------------------------------------

Cash Flow from
Financing
Activities
Proceeds from
Issuance of Common
Shares, net of
Share Issue
Costs 1,914,092 8,611,259 83,160,850 50,886,432
Net proceeds
from Issuance
of Special
Warrants - 35,535,300 - 35,535,300
Cash Held in Trust - - - 5,888,728
Changes in
Non-Cash
Working Capital (513,580) 240,517 - 50,000
------------------------------------------------------------------------
Net Cash Provided
by Financing
Activities 1,400,512 44,387,076 83,160,850 92,360,460
------------------------------------------------------------------------

Cash Flow from
Investing
Activities
Additions to
Capital Assets (28,889,583) (20,691,460) (71,716,499) (75,518,519)
Changes in
Non-Cash
Working Capital 4,948,094 2,645,735 10,714,299 1,974,211
------------------------------------------------------------------------
Net Cash Used in
Investing
Activities (23,941,489) (18,045,725) (61,002,200) (73,544,308)
------------------------------------------------------------------------

Net Increase/
(Decrease) in
Cash (23,656,157) 26,158,020 16,506,300 18,865,768
Net Effect of
Foreign Exchange
on Cash Held in
Foreign
Currencies (722,417) (810,882) (1,485,223) (108,409)
Cash and Cash
Equivalents -
Beginning of
Period 58,445,080 14,302,485 19,045,429 20,892,264
------------------------------------------------------------------------
Cash and Cash
Equivalents -
End of Period $ 34,066,506 $ 39,649,623 $ 34,066,506 $ 39,649,623
------------------------------------------------------------------------
------------------------------------------------------------------------


Interest Paid - - - -

Income Taxes Paid - - - -
------------------------------------------------------------------------
------------------------------------------------------------------------

The accompanying notes form an integral part of these consolidated
financial statements.


NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS AT AND FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND 2004

All amounts are presented in Canadian dollars unless otherwise noted.

1. DESCRIPTION OF BUSINESS

Oilexco Incorporated and its wholly-owned subsidiaries Oilexco America, Inc. and Oilexco North Sea Limited (together "the Company") are involved in the exploration, development and production of oil and gas in North America and the North Sea.

The Company's principal focus is on the exploration, development and production of oil and gas in the UK North Sea. The Company's main production is from Balmoral and Glamis Fields located in Block 16-21a in the UK Central North Sea.

The Company's current exploration activities in the United States are in Mountrail County, North Dakota, and Monroe and Conecuh Counties, Alabama. The Company's producing property is located at Vocation/Jurassic Park in Monroe County, Alabama.

The Company requires additional financing in order to fund its ongoing exploration and development programs (see Note 9). Management intends to raise the required financing through a combination of equity issues, cash flow, bank financing, asset rationalisations, farm-outs and other means. The Company is pursuing bank financing, field development plans and farm-outs; however, delays and unexpected outcomes could impact the Company's ability to finance its operations.

2. ACCOUNTING POLICIES

The unaudited consolidated financial statements are prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP"). In the opinion of management, the unaudited consolidated financial statements contain all adjustments of a normal and recurring nature necessary to present fairly Oilexco's financial position at September 30, 2005 and the results of its operations and its cash flows for the three and nine months ended September 30, 2005 and 2004. Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements, as well as revenues and expenses during the reporting period. Management reviews these estimates on an ongoing basis. Changes in facts and circumstances may result in revised estimates, and actual results may differ from these estimates. The results of operations and cash flows for the three and nine months ended September 30, 2005 are not necessarily indicative of the results of operations or cash flows to be expected for the year ending December 31, 2005. The notes to these interim consolidated financial statements do not conform in all respects to the note disclosure requirements of generally accepted accounting policies for annual financial statements. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements as at and for the year ended December 31, 2004. The accounting policies are presented in Note 2 of the audited consolidated financial statements as at and for the year ended December 31, 2004.



3. OTHER CURRENT ASSETS

Other current assets include mainly prepaid amounts and are summarised
as follows:

September 30, December 31,
2005 2004
-------------- -------------
Prepaid drilling contract $ 5,696,416 $ 3,193,230
Prepaid insurance 131,714 1,165,271
Prepaid office rent 81,062 57,822
Contract deposits 255,460 -
Deferred charges (Note 6(C)) 236,700 -
Other 77,459 174,505
-------------- -------------

$ 6,478,811 $ 4,590,828
-------------- -------------
-------------- -------------


4. CAPITAL ASSETS

In addition to Brenda exploration and development costs and acquisition costs of the interest in the Balmoral and Glamis fields, the Company's UK capital assets as at September 30, 2005 included exploration costs relating to the following farm-in agreements:

(a) Nicol

On March 1, 2005, the Company entered into a farm-in agreement with Conocophillips (U.K.) Ltd. ("COP") and Eni UK Ltd. ("ENI"), who hold working interests in Licence P. 233 Block 15/25a. In consideration, the Company paid 100% of the drilling costs for three wells drilled in this North Sea drilling program to earn a 70% working interest. As at September 30, 2005, the Company had fulfilled its obligations under the farm-in agreement and has a 70% working interest in this prospect.

(b) MacCulloch

On May 11, 2005, the Company entered into a farm-in agreement with COP, ENI, NOBLE Energy (Europe) Ltd. ("NOBLE") and RIGEL Petroleum (NI) Ltd. ("RIGEL"), who hold working interests in Licence P. 640 Block 15/24b. In consideration, the Company paid 100% of the drilling costs of one well to earn a 50% working interest. As at September 30, 2005, the Company has fulfilled its obligations under the farm-in agreement and has a 50% working interest in this prospect.

(C) Black Horse

Pursuant to a farm-in agreement with Nexen Petroleum UK Limited ("Nexen") dated July 13, 2005, the Company will pay 60% of the first appraisal well to earn a 40% working interest in Block 15/22 in the UK Central North Sea. As at September 30, 2005, Nexen was in the process of drilling the first appraisal well.

5. BANK INDEBTEDNESS

On May 20, 2005, a Bridge Facility Agreement ("Bridge Facility") for $21,973,000 (Pounds Sterling 10,000,000) was signed with the Royal Bank of Scotland plc ("RBS") to finance development of the Brenda oil field and certain other North Sea assets of the Company. The bridge facility may be repaid at any time, but must be repaid in full by May 19, 2006 (maturity date). Interest rates are based on LIBOR plus a margin, which ranges from 3% to 6% per annum during the one-year period of the facility. Interest is payable monthly and upon maturity. The facility is secured by a first floating charge over the assets of Oilexco North Sea Limited, a guarantee from Oilexco Incorporated, supported by charges over all shares of the parent's subsidiaries (Oilexco North Sea Limited and Oilexco America, Inc.), assignment of insurance proceeds from the Brenda and Balmoral fields and a first charge over the project's bank account. The Bridge Facility was not utilised as at September 30, 2005.



6. SHARE CAPITAL

(a) Issued Number Amount
------------------------------------------------------------------------
------------------------------------------------------------------------

Balance December 31, 2004 110,789,102 $ 135,501,547
Issued pursuant to February 2005 private
placement 5,385,000 16,155,000
Issued pursuant to short form prospectus 31,000,000 68,820,000
Issued pursuant to exercise of agent's
warrants 1,380,000 3,198,000
Issued pursuant to exercise of warrants 1,588,500 817,535
Issued pursuant to exercise of stock options 605,000 495,550
Contributed surplus on stock options
exercised - 293,765
Share issue costs - (7,512,435)
------------------------------------------------------------------------

Balance September 30, 2005 150,747,602 $ 217,768,962
------------------------------------------------------------------------
------------------------------------------------------------------------


(b) Share Issues

On February 11, 2005, the Company closed a private placement of 5,385,000 common shares issued at Pounds Sterling 1.30 ($3.00) per share for gross proceeds of Pounds Sterling 7,000,500 ($16,155,000). The Agent was paid a 6.5% commission and was issued non-transferable warrants to purchase common shares equal to 6% of the shares issued under this private placement. Therefore, 323,100 Agent's Warrants have been issued, exercisable at a price equal to the subscription price under the private placement, with an expiry date of February 10, 2006. The fair value allocated to these warrants using the Black-Scholes option model was $217,700, which was recognised as share issue costs.

On June 27, 2005, the Company closed a short form prospectus of 31,000,000 common shares issued at Pounds Sterling 0.98 ($2.22) per share for gross proceeds of Pounds Sterling 30,400,000 ($68,820,000). The Agent was paid a 6.5% commission and was issued non-transferable warrants to purchase common shares equal to 6% of the shares issued under this short form prospectus. Therefore, 1,860,000 Agent's Warrants have been issued, exercisable at a price equal to the offering price under the short form prospectus, with an expiry date of June 27, 2006. The fair value allocated to these warrants using the Black-Scholes option model was $969,500, which was recognised as share issue costs.

(c) Warrants

In May 2005, as part of the Bridge Facility consideration, the Company issued 400,000 common share purchase warrants to the Royal Bank of Scotland plc ("RBS"). The warrants are exercisable at Pounds Sterling 1.20 ($3.00) and expire on November 22, 2006. The fair value allocated to these warrants using the Black-Scholes option model was $315,600. It was recognised as deferred charges (Note 3) and is amortised over the term of the Bridge Facility.



The following is a continuity of warrants as at September 30, 2005:

Balance Balance
January September
1, 2005 Issued Exercised 30, 2005 Expiry Date
------------------------------------------------------------------------
------------------------------------------------------------------------

Warrants March 7,
at $0.35 1,387,300 - (1,387,300) - 2005
Warrants December 22,
at $1.65 7,496,100 - (201,200) 7,294,900 2005
Agents
Warrants July 20,
at $2.02 240,000 - (240,000) - 2005
Agents
Warrants July 20,
at $2.38 1,140,000 - (1,140,000) - 2005
Agents
Warrants September 27,
at $2.22 - 1,860,000 - 1,860,000 2006
RBS
Warrants November 22,
at $3.00 - 400,000 - 400,000 2006
Agents
Warrants February 10,
at $3.00 - 323,100 - 323,100 2006
------------------------------------------------------------------------

10,263,400 2,583,100 (2,968,500) 9,878,000
------------------------------------------------------------------------
------------------------------------------------------------------------

Weighted
average
exercise
price $1.56 $2.44 $1.35 $1.86
------------------------------------------------------------------------
------------------------------------------------------------------------


(d) Stock Options

On January 17, 2005, the Company granted 250,000 stock options to an employee to acquire common shares at an exercise price of $3.25 per share, expiring on January 17, 2010. On February 4, 2005, the Company granted 200,000 stock options to an employee to acquire common shares at an exercise price of $3.18 per share, expiring on February 4, 2010.

Accordingly, compensation expense of $959,500 ($537,500 and $422,000, respectively, for the above stock options granted) has been recognised for the first quarter of 2005. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:



2005
--------------------------------------

Risk-free interest rate 3.75%
Weighted average years 5.0
Expected volatility 80%
Expected dividend yield 0%


On August 16, 2005, the Company granted 5,030,000 stock options to its directors, employees and consultants to acquire common shares at an exercise price of $3.35 per share, expiring on August 16, 2010.

Accordingly, compensation expense of $11,315,500 has been recognised in the third quarter of 2005. The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:



2005
--------------------------------------

Risk-free interest rate 4.75%
Weighted average years 5.0
Expected volatility 80%
Expected dividend yield 0%


During the three months ended September 30, 2005, 175,000 Company stock options were exercised for proceeds of $258,000. During the nine months ended September 30, 2005, 605,000 stock options were exercised for proceeds of $495,550.

The Company increased share capital and decreased contributed surplus by $293,765, representing the related compensation expense for the above-mentioned stock options that were exercised during the nine months ended September 30, 2005.



(e) Net Loss Per Share Data

Three Months ended September 30, 2005
------------------------------------------------------------------------
Net Weighted Average Per
Loss Shares Outstanding Share
------------------------------------------------------------------------

Basic and Diluted $(12,547,321) 150,380,364 $(0.08)

------------------------------------------------------------------------
------------------------------------------------------------------------

Three Months ended September 30, 2004
------------------------------------------------------------------------
Net Weighted Average Per
Loss Shares Outstanding Share
------------------------------------------------------------------------

Basic and Diluted $(8,543,214) 99,133,061 $(0.09)

------------------------------------------------------------------------
------------------------------------------------------------------------


Nine Months ended September 30, 2005
------------------------------------------------------------------------
Net Weighted Average Per
Loss Shares Outstanding Share
------------------------------------------------------------------------

Basic and Diluted $(15,666,010) 128,946,042 $(0.12)

------------------------------------------------------------------------
------------------------------------------------------------------------

Nine Months ended September 30, 2004
------------------------------------------------------------------------
Net Weighted Average Per
Loss Shares Outstanding Share
------------------------------------------------------------------------

Basic and Diluted $(8,414,479) 82,939,144 $(0.10)

------------------------------------------------------------------------
------------------------------------------------------------------------


7. SEGMENTED INFORMATION

The Company's activities are conducted in three geographic segments: Canada, the United States and the United Kingdom. All activities relate to the exploration, development, production and marketing of oil, natural gas and petroleum liquids.



------------------------------------------------------------------------
Three Months Three Months Nine months Nine months
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
------------------------------------------------------------------------

Oil & Gas Revenues
US $ 291,937 $ 355,529 $ 924,551 $ 1,085,091
UK 1,476,098 1,904 3,975,406 1,904
------------------------------------------------------------------------

Total $ 1,768,035 $ 357,433 $ 4,899,957 $ 1,086,995
------------------------------------------------------------------------

Inter-field Tariff
US $ - $ - $ - $ -
UK 219,865 - 776,905 -
------------------------------------------------------------------------

Total $ 219,865 $ - $ 776,905 $ -
------------------------------------------------------------------------

Net Earnings (Loss)
Canada $(12,288,590) $(7,020,686) $(15,286,303) $ (8,869,984)
Canada -
Discontinued
Operations - 1,772 - 70,634
(1)
US 165,464 200,683 551,068 666,598
UK (424,195) (1,724,983) (930,775) (281,727)
------------------------------------------------------------------------

Total $(12,547,321) $(8,543,214) $(15,666,010) $ (8,414,479)
------------------------------------------------------------------------

At At
Capital Assets September 30, December 31,
2005 2004
---------------------------
Canada $ 359,534 $ 284,281
US 1,003,761 985,544
UK 192,196,473 121,477,532
------------------------------------------------------------------------

Total $193,559,768 $122,747,357
------------------------------------------------------------------------
------------------------------------------------------------------------

(1) The Canadian oil and gas operations were sold in December 2004.


8. RELATED-PARTY TRANSACTIONS

None.

9. COMMITMENTS

On October 6, 2004, Oilexco North Sea Limited awarded Transocean Offshore (North Sea) Ltd. ("Transocean") a one-year contract for the provision of a Sedco 712 semi-submersible drilling unit. In April 2005, Oilexco North Sea Limited signed an agreement with Transocean to extend the contract by another 12 months until March 28, 2007, and in November 2005 the contract was extended for another 12 months until March 28, 2008. As at September 30, 2005, the Company's obligations for the next 29 months under these extended contracts with Transocean totalled approximately $172.7 million (US$148.8 million).

The Company's commitments in respect of contractors relating to sub-sea work to develop the Brenda and Nicol fields amounted to approximately $821,000 as at September 30, 2005.

Further to licenses granted to Oilexco North Sea, the Company is committed to pay annual license fees of $239,100 in August 2006 in respect of its five North Sea Blocks.

The Company is committed under operating lease agreements for office space rentals as follows:



2005 $ 113,000
2006 $ 476,500
2007 $ 476,500
2008 $ 391,500
2009 $ 220,500
2010 and thereafter $ 1,176,000
----------------
$ 2,854,000
----------------
----------------


10. EVENTS SUBSEQUENT TO SEPTEMBER 30, 2005

Bridge Facility

On October 12, 2005, the Company utilised its Bridge Facility with a first drawing of $10,273,000 (Pounds Sterling 5,000,000).

Brenda and Nicol Fields

The Company has entered into various contracts relating to sub-sea work for Brenda and Nicol field development. Development of the Brenda and Nicol Fields and the sub-sea tieback is estimated at $180.8 million (Pounds Sterling 88.0 million).

11. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES OF AMERICA GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company's unaudited consolidated interim financial statements are prepared in accordance with Canadian GAAP. Any differences in accounting principles as they pertain to the accompanying unaudited consolidated interim financial statements were insignificant as at September 30, 2005 and for the three and nine month periods ended September 30, 2005 and 2004, except as described below:



------------------------------------------------------------------------
Three Months Three Months
September 30, 2005 September 30, 2004
------------------------------------------------------------------------
Deficit, beginning
of period in
accordance with
Canadian GAAP $ (33,130,514) $ (19,889,270)
Stock-based compensation
expense adjustment (i) 9,854,290 3,412,790
Write down under
the ceiling test (ii) (1,446,000) (213,000)
Depletion (iii) 106,400 -
------------------------------------------------------------------------
Deficit, beginning
of period in
accordance with US GAAP $ (24,615,824) $ (16,689,480)
------------------------------------------------------------------------
Net Loss for the period
in accordance with
Canadian GAAP $ (12,547,321) $ (8,543,214)
Stock-based
compensation expense 10,361,250 4,982,000
Depletion 44,900 -
------------------------------------------------------------------------
Net Loss for the period
in accordance with US GAAP $ (2,141,171) $ (3,561,214)
------------------------------------------------------------------------
Net Loss per share
under US GAAP
Basic $ (0.01) $ (0.04)
Diluted $ (0.01) $ (0.04)
------------------------------------------------------------------------
------------------------------------------------------------------------


------------------------------------------------------------------------
Nine months Nine months
September 30, 2005 September 30, 2004
------------------------------------------------------------------------
Deficit, beginning
of period in accordance
with Canadian GAAP $ (30,011,825) $ (20,018,005)
Stock-based compensation
expense adjustment (i) 8,894,790 2,432,790
Write down under
the ceiling test (ii) (1,446,000) (213,000)
Depletion (iii) 19,100 -
------------------------------------------------------------------------
Deficit, beginning
of period in accordance
with US GAAP $ (22,543,935) $ (17,798,215)
------------------------------------------------------------------------
Net Loss for the period
in accordance with
Canadian GAAP $ (15,666,010) $ (8,414,479)
Stock-based compensation
expense 11,320,750 5,962,000
Depletion 132,200 -
------------------------------------------------------------------------
Net Loss for the period
in accordance with US GAAP $ (4,213,060) $ (2,452,479)
------------------------------------------------------------------------
Net Loss per share under
US GAAP
Basic $ (0.03) $ (0.03)
Diluted $ (0.03) $ (0.03)
------------------------------------------------------------------------
------------------------------------------------------------------------


The weighted average numbers of common shares outstanding for the purposes of determining the basic and diluted net loss per share are the same numbers as disclosed for Canadian GAAP purposes.

(i) Stock-based compensation:

Prior to January 1, 2004, compensation expense was recognised for Canadian GAAP based on the intrinsic value at the grant date. For the years ended December 31, 2003 and 2002, pro forma disclosures are included in the notes to the consolidated financial statements regarding the impact on net loss and net loss per share had the Company accounted for compensation expense based on the fair value of the stock options granted since January 1, 2002. Effective January 1, 2004, the Company adopted the fair value method of accounting for stock options, on a retroactive basis, without restatement of prior periods.

Under US GAAP, the Company adopted Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, companies are not required to record any compensation expense relating to options granted with an exercise price equal to the market price at the date of grant. An adjustment to the opening deficit as at January 1, 2004, in accordance with Canadian GAAP, is required for the stock-based compensation expense for stock options granted to employees and is added back in accordance with US GAAP.

(ii) Impairment Test of Oil and Gas Properties:

In December 2003, the Company adopted Accounting Guideline 16 "Oil & Gas Accounting - Full Cost" ("AcG-16"). Pursuant to AcG-16, the Company performs an impairment test that places a limit on the aggregate carrying value of the oil and gas properties. For Canadian GAAP, the discount rate used must be equal to a risk-free interest rate. Under US GAAP, companies using the full cost method of accounting for oil and gas producing activities perform a ceiling test on each cost centre using discounted estimated future net revenue from proved oil and gas reserves using a discount factor of 10 percent. Prices used in US GAAP ceiling tests performed for this reconciliation were those in effect at the applicable period end. No write down of oil and gas properties was required under Canadian GAAP, and $1,233,000 was written down under US GAAP for the year ended December 31, 2004. Under US GAAP, the Company would have recognised a write down of approximately $213,000 relating to the Canadian full cost centre, increasing the January 1, 2004 opening deficit and decreasing the net book value of the oil and gas properties as at January 1, 2004.

(iii) Depletion Calculation of Oil and Gas Properties:

Accounting Guideline 16 "Oil & Gas Accounting - Full Cost" ("AcG-16") also provides for depletion of oil and gas property (effective January 1, 2004) to be determined using proved reserves based on estimated future prices and costs. Under US GAAP, proved reserves are calculated based on "prices and costs as of the date the estimate is made" (i.e. constant prices).

The Interim Report for the 3rd Quarter and Nine Months ended September 30 2005 for Oilexco Incorporated is available on SEDAR, at www.sedar.com.

Oilexco is listed on the Alternative Investment Market of the London Stock Exchange plc ("LSE-AIM") and the TSX Exchange ("TSX"), trading under the symbol OIL.

This Press Release contains forward-looking statements relating to future events or future performance. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates" and similar expressions. These statements represent management's expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Oilexco. The projections, estimates and beliefs contained in such forward-looking statements necessarily involve known and unknown risks and uncertainties, including the business risks discussed in the MD&A as at and for the years ended December 31, 2004 and 2003, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted. These documents and additional information about Oilexco Incorporated are available on SEDAR at www.sedar.com.

Contact Information

  • Oilexco Incorporated
    Arthur S. Millholland
    President
    (403) 262-5441
    or
    Oilexco Incorporated
    Brian L. Ward
    Chief Financial Officer
    (403) 262-5441
    Website: www.oilexco.com